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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

               [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934
                For the Fiscal Year Ended December 31, 2002

               [   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

             For the transition period from __________ to __________

                         Commission File Number: 0-31114

                                  INTRAC, INC.
                                  ------------
                 (Name of small business issuer in its charter)

           Nevada                                  88-0471759
----------------------------            ----------------------------
  (State of Incorporation)              (I.R.S. Employer I.D. Number)

                    131 West 35th Street, New York, New York
               (Address of Principal executive offices) (Zip Code)

                    Issuer's telephone number (212) 736-0880

       Securities registered under Section 12(b) of the Exchange Act: None

         Securities registered under Section 12(g) of the Exchange Act:

                     SHARES OF COMMON STOCK, PAR VALUE $.001
                                (Title of class)

The issuer has (1) filed all reports required to be filed by Section 13 or 15
(d) of the Exchange Act during the past 12 months (or such shorter period as the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days:

Yes[X] No [ ].

Disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this form 10-KSB. [ X ]

Revenues from continuing operations for the year ended December 31, 2002 were
$-0-.

As of March 24, 2003, there were 99,989 shares of common stock outstanding, par
value $.001 per share. The aggregate market value of common stock of the
registrant held by non-affiliates of the registrant on March 24, 2003 was
$6,994.

                      DOCUMENTS INCORPORATED BY REFERENCE:

None.

Transitional Small Business Disclosure Format: Yes [ ] No [X].

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                                TABLE OF CONTENTS
                            FORM 10-KSB ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 2002
<TABLE>
<CAPTION>

Item                                                                     Page
<S>                                                                      <C>
 PART I

 1.  Description of Business .........................................       3

 2.  Description of Property .........................................      15

 3.  Legal Proceedings ...............................................      16

 4.  Submission of Matters to a Vote of Security Holders .............      16

 PART II

 5.  Market for Common Equity and Related Stockholder Matters ........      16

 6.  Management's Discussion and Analysis of Financial Condition and
     Results of Operations ...........................................      17

 7.  Financial Statements ............................................      19

 8.  Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure ............................................      20

 PART III

 9.  Directors, Executive Officers, Promoters and Control Persons;
     Compliance with Section 16(a) of the Exchange Act ...............      20

 10. Executive Compensation ..........................................      21

 11. Security Ownership of Certain Beneficial Owners and Management ..      22

 12. Certain Relationships and Related Transactions ..................      22

 13. Exhibits and Reports on Form 8-K ................................      24

 14. Controls and Procedures .........................................      25

 Signatures ..........................................................      26
</TABLE>

                                        2

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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

1. The Company

The Company was incorporated under the laws of the State of Nevada on September
6, 2000. Initially, the Company's plan was to manufacture, market and enhance a
mini-Accronmotrac Vision Trainer. The mini-AVT was a patented electro-optical
device that used the scientific principle of biofeedback to teach people how to
voluntarily control or focus the muscle of the eye. Those operations have now
ceased. On November 26, 2001, pursuant to a Stock Purchase Agreement,
Continental Acquisition, Inc. ("Continental") acquired 6,650,000 shares of
common stock of the Company. Pursuant to the terms and conditions of an
Agreement of Merger dated December 20, 2001 among the Company, Intrac
Acquisition Corp., a wholly-owned subsidiary of the Company ("Intrac
Acquisition"), and Continental, the Company exchanged with the stockholders of
Continental 6,650,000 shares of Common Stock of the Company for one hundred
percent (100%) of the issued and outstanding shares of common stock of
Continental and Continental was merged with and into Intrac Acquisition. The
price was funded from the issuance of 8% Series Senior Subordinated Convertible
Redeemable Debentures issued by the Company to various investors. The Company
has no commercial operations as of the date hereof. The Company has no full-time
employees and owns no real estate.

The Company's current business plan is to seek, investigate, and, if warranted,
acquire one or more properties or businesses, and to pursue other related
activities intended to enhance shareholder value. The acquisition of a business
opportunity may be made by purchase, merger, exchange of stock, or otherwise,
and may encompass assets or a business entity, such as a corporation, joint
venture, or partnership. The Company has limited capital, and it is unlikely
that the Company will be able to take advantage of more than one such business
opportunity. The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.

At the present time the Company has not identified any business opportunity that
it plans to pursue, nor has the Company reached any agreement or definitive
understanding with any person concerning an acquisition.

The Company's officers and directors are in contact with broker-dealers and
other persons with whom they are acquainted who are involved in corporate
finance matters to advise them of the Company's existence and to determine if
any companies or businesses they represent have an interest in considering a
merger or acquisition with the Company. No assurance can be given that the
Company will be successful in finding or acquiring a desirable business
opportunity, given that limited funds are available for acquisitions, or that
any acquisition that occurs will be on terms that are favorable to the Company
or its stockholders.

The Company's search is directed toward small and medium-sized enterprises which
have a desire to become public corporations and which are able to satisfy, or
anticipate in the reasonably near future being able to satisfy, the minimum
asset requirements in order to qualify shares for trading on NASDAQ or a stock
exchange (See "Investigation and Selection of Business Opportunities"). The
Company anticipates that the business opportunities presented to it will (i) be
recently organized with no operating history, or a history of losses
attributable to under-capitalization or other factors; (ii) be experiencing
financial or operating difficulties; (iii) be in need of funds to develop a new
product or service or to expand into a new market; (iv) be relying upon an
untested product or marketing concept; or (v) have a combination of the
characteristics mentioned in (i) through (iv). The Company intends to
concentrate its acquisition efforts on properties or businesses that it believes
to be undervalued. Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low profitability.

                                        3

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The Company does not propose to restrict its search for investment opportunities
to any particular geographical area or industry, and may, therefore, engage in
essentially any business, to the extent of its limited resources. This includes
industries such as service, finance, natural resources, manufacturing, high
technology, product development, medical, communications and others. The
Company's discretion in the selection of business opportunities is unrestricted,
subject to the availability of such opportunities, economic conditions, and
other factors.

Any entity which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public company and
establish a public trading market for its securities. In connection with such a
merger or acquisition, it is highly likely that an amount of stock constituting
control of the Company would be issued by the Company or purchased from the
current principal shareholders of the Company by the acquiring entity or its
affiliates. If stock is purchased from the current shareholders, the transaction
is very likely to result in substantial gains to them relative to their purchase
price for such stock. In the Company's judgment, none of its officers and
directors would thereby become an "underwriter" within the meaning of the
Section 2(11) of the Securities Act of 1933, as amended. The sale of a
controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares.

It is anticipated that business opportunities will come to the Company's
attention from various sources, including its officers and directors, its other
stockholders, professional advisors such as attorneys and accountants,
securities broker-dealers, venture capitalists, members of the financial
community, and others who may present unsolicited proposals. The Company has no
plans, understandings, agreements, or commitments with any individual for such
person to act as a finder of opportunities for the Company.

The Company does not foresee that it would enter into a merger or acquisition
transaction with any business with which its officers or directors are currently
affiliated. Should the Company determine in the future, contrary to foregoing
expectations, that a transaction with an affiliate would be in the best
interests of the Company and its stockholders, the Company is, in general,
permitted by Nevada law to enter into such a transaction if:

         1. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the Board of Directors, and the Board in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a
quorum; or

         2. The material facts as to the relationship or interest of the
affiliate and as to the contract or transaction are disclosed or are known to
the stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or

         3. The contract or transaction is fair as to the Company as of the time
it is authorized, approved or ratified, by the Board of Directors or the
stockholders.

                                        4

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2. Investigation and Selection of Business Opportunities

To a large extent, a decision to participate in a specific business opportunity
may be made upon management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes, the perceived benefit
the Company will derive from becoming a publicly held entity, and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific business opportunity may not necessarily
be indicative of the potential for the future because of the possible need to
shift marketing approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make other changes. The
Company will be dependent upon the owners of a business opportunity to identify
any such problems which may exist and to implement, or be primarily responsible
for the implementation of, required changes. Because the Company may participate
in a business opportunity with a newly organized firm or with a firm which is
entering a new phase of growth, it should be emphasized that the Company will
incur further risks, because management in many instances will not have proved
its abilities or effectiveness, the eventual market for such company's products
or services will likely not be established, and such company may not be
profitable when acquired.

It is anticipated that the Company will not be able to diversify, but will
essentially be limited to one such venture because of the Company's limited
financing. This lack of diversification will not permit the Company to offset
potential losses from one business opportunity against profits from another, and
should be considered an adverse factor affecting any decision to purchase the
Company's securities.

It is emphasized that management of the Company may effect transactions having a
potentially adverse impact upon the Company's shareholders pursuant to the
authority and discretion of the Company's management to complete acquisitions
without submitting any proposal to the stockholders for their consideration.
Holders of the Company's securities should not anticipate that the Company
necessarily will furnish such holders, prior to any merger or acquisition, with
financial statements, or any other documentation, concerning a target company or
its business. In some instances, however, the proposed participation in a
business opportunity may be submitted to the stockholders for their
consideration, either voluntarily by such directors to seek the stockholders'
advice and consent or because state law so requires.

The analysis of business opportunities will be undertaken by or under the
supervision of the Company's President, who is not a professional business
analyst. See "Management." Although there are no current plans to do so, Company
management might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee. Since Company
management has no current plans to use any outside consultants or advisors to
assist in the investigation and selection of business opportunities, no policies
have been adopted regarding use of such consultants or advisors, the criteria to
be used in selecting such consultants or advisors, the services to be provided,
the term of service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is likely that any
such fee the Company agrees to pay would be paid in stock and not in cash.
Otherwise, the Company anticipates that it will consider, among other things,
the following factors:

         1. Potential for growth and profitability, indicated by new technology,
            anticipated market expansion, or new products;

         2. The Company's perception of how any particular business opportunity
            will be received by the investment community and by the Company's
            stockholders;

         3. Whether, following the business combination, the financial condition
            of the business opportunity would be, or would have a significant
            prospect in the foreseeable future of becoming sufficient to enable
            the securities of the Company to qualify for listing on an exchange
            or on a national automated securities quotation system, such as
            NASDAQ, so as to permit the trading of such securities to be exempt
            from the requirements of Rule 15c2-6 recently adopted by the
            Securities and Exchange Commission. See "Risk Factors - The Company
            Regulation of Penny Stocks."

                                        5

<PAGE>

         4. Capital requirements and anticipated availability of required funds,
            to be provided by the Company or from operations, through the sale
            of additional securities, through joint ventures or similar
            arrangements, or from other sources;

         5. The extent to which the business opportunity can be advanced;

         6. Competitive position as compared to other companies of similar size
            and experience within the industry segment as well as within the
            industry as a whole;

         7. Strength and diversity of existing management, or management
            prospects that are scheduled for recruitment;

         8. The cost of participation by the Company as compared to the
            perceived tangible and intangible values and potential; and

         9. The accessibility of required management expertise, personnel, raw
            materials, services, professional assistance, and other required
            items.

In regard to the possibility that the shares of the Company would qualify for
listing on NASDAQ, the current standards include the requirements that the
issuer of the securities that are sought to be listed have total assets of at
least $4,000,000 and net tangible assets of at least $2,000,000. Many, and
perhaps most, of the business opportunities that might be potential candidates
for a combination with the Company would not satisfy the NASDAQ listing
criteria.

Not one of the factors described above will be controlling in the selection of a
business opportunity, and management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development, all of which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's limited
capital available for investigation and management's limited experience in
business analysis, the Company may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.

The Company is unable to predict when it may participate in a business
opportunity. It expects, however, that the analysis of specific proposals and
the selection of a business opportunity may take several months or more.

Prior to making a decision to participate in a business opportunity, the Company
will generally request that it be provided with written materials regarding the
business opportunity containing such items as a description of products,
services and company history; management resumes; financial information;
available projections, with related assumptions upon which they are based; an
explanation of proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed forms of
compensation to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present and
required facilities; an analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; audited
financial statements, or if they are not available, unaudited financial
statements, together with reasonable assurances that audited financial
statements would be able to be produced within a reasonable period of time not
to exceed 60 days following completion of a merger transaction; and other
information deemed relevant.

                                        6

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As part of the Company's investigation, the Company's executive officers and
directors may meet personally with management and key personnel, may visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key personnel,
and take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise.

It is possible that the range of business opportunities that might be available
for consideration by the Company could be limited by the impact of Securities
and Exchange Commission regulations regarding purchase and sale of "penny
stocks." The regulations would affect, and possibly impair, any market that
might develop in the Company's securities until such time as they qualify for
listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations. See "Risk Factors - Regulation
of Penny Stocks."

Company management believes that various types of potential merger or
acquisition candidates might find a business combination with the Company to be
attractive. These include acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for current shareholders,
acquisition candidates which have long-term plans for raising capital through
the public sale of securities and believe that the possible prior existence of a
public market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of development
of a public market for their securities will be of assistance in that process.
Acquisition candidates which have a need for an immediate cash infusion are not
likely to find a potential business combination with the Company to be an
attractive alternative.

There are no loan arrangements or arrangements for any financing whatsoever
relating to any business opportunities.

3. Form of Acquisition

It is impossible to predict the manner in which the Company may participate in a
business opportunity. Specific business opportunities will be reviewed as well
as the respective needs and desires of the Company and the promoters of the
opportunity and, upon the basis of that review and the relative negotiating
strength of the Company and such promoters, the legal structure or method deemed
by management to be suitable will be selected. Such structure may include, but
is not limited to leases, purchase and sale agreements, licenses, joint ventures
and other contractual arrangements. The Company may act directly or indirectly
through an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger, consolidation or
reorganization of the Company with other corporations or forms of business
organization, and although it is likely, there is no assurance that the Company
would be the surviving entity. In addition, the present management and
stockholders of the Company most likely will not have control of a majority of
the voting shares of the Company following a reorganization transaction. As part
of such a transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.

It is likely that the Company will acquire its participation in a business
opportunity through the issuance of Common Stock or other securities of the
Company. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under the
Internal Revenue Code of 1986, depends upon the issuance to the stockholders of
the acquired company of a controlling interest (i.e. 80% or more) of the common
stock of the combined entities immediately following the reorganization. If a
transaction were structured to take advantage of these provisions rather than
other "tax free" provisions provided under the Internal Revenue Code, the
Company's current stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in substantial additional
dilution in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might also be done
simultaneously with a sale or transfer of shares representing a controlling
interest in the Company by the current officers, directors and principal
shareholders. (See "Description of Business - General").

                                        7

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It is anticipated that any new securities issued in any reorganization would be
issued in reliance upon exemptions, if any are available, from registration
under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of the transaction, the Company may agree to
register such securities either at the time the transaction is consummated, or
under certain conditions or at specified times thereafter. The issuance of
substantial additional securities and their potential sale into any trading
market that might develop in the Company's securities may have a depressive
effect upon such market.

The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions which
must be satisfied by each of the parties thereto prior to such closing, outline
the manner of bearing costs if the transaction is not closed, set forth remedies
upon default, and include miscellaneous other terms.

As a general matter, the Company anticipates that it, and/or its officers and
principal shareholders will enter into a letter of intent with the management,
principals or owners of a prospective business opportunity prior to signing a
binding agreement. Such letter of intent will set forth the terms of the
proposed acquisition but will not bind any of the parties to consummate the
transaction. Execution of a letter of intent will by no means indicate that
consummation of an acquisition is probable. Neither the Company nor any of the
other parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the acquisition
as described in the preceding paragraph is executed. Even after a definitive
agreement is executed, it is possible that the acquisition would not be
consummated should any party elect to exercise any right provided in the
agreement to terminate it on specified grounds.

It is anticipated that the investigation of specific business opportunities and
the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are provided, the
inability of the Company to pay until an indeterminate future time may make it
impossible to procure goods and services.

In all probability, upon completion of an acquisition or merger, there will be a
change in control through issuance of substantially more shares of common stock.
Further, in conjunction with an acquisition or merger, it is likely that
management may offer to sell a controlling interest at a price not relative to
or reflective of any value of the shares sold by management, and at a price
which could not be achieved by individual shareholders at the time.

                                        8

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4. Investment Company Act and Other Regulation

The Company may participate in a business opportunity by purchasing, trading or
selling the securities of such business. The Company does not, however, intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an "investment
company" under the Investment Company Act of 1940 (the "Investment Act"), and
therefore to avoid application of the costly and restrictive registration and
other provisions of the Investment Act, and the regulations promulgated
thereunder.

Section 3(a) of the Investment Act contains the definition of an "investment
company," and it excludes any entity that does not engage primarily in the
business of investing, reinvesting or trading in securities, or that does not
engage in the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than government securities or
securities of majority-owned subsidiaries") the value of which exceeds 40% of
the value of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner which
will result in the availability of this exception from the definition of
"investment company." Consequently, the Company's participation in a business or
opportunity through the purchase and sale of investment securities will be
limited.

The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a reorganization
as discussed above. Each of these areas is regulated by the Investment Act, in
order to protect purchasers of investment company securities. Since the Company
will not register as an investment company, stockholders will not be afforded
these protections.

Any securities which the Company might acquire in exchange for its Common Stock
are expected to be "restricted securities" within the meaning of the Securities
Act of 1933, as amended (the "Act"). If the Company elects to resell such
securities, such sale cannot proceed unless a registration statement has been
declared effective by the Securities and Exchange Commission or an exemption
from registration is available. Section 4(1) of the Act, which exempts sales of
securities not involving a distribution, would in all likelihood be available to
permit a private sale. Although the plan of operation does not contemplate
resale of securities acquired, if such a sale were to be necessary, the Company
would be required to comply with the provisions of the Act to effect such
resale.

An acquisition made by the Company may be in an industry which is regulated or
licensed by federal, state or local authorities. Compliance with such
regulations can be expected to be a time-consuming and expensive process.

5. Competition

The Company expects to encounter substantial competition in its efforts to
locate attractive opportunities, primarily from business development companies,
venture capital partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment companies, and
wealthy individuals. Many of these entities will have significantly greater
experience, resources and managerial capabilities than the Company and will
therefore be in a better position than the Company to obtain access to
attractive business opportunities.

6. No Rights of Dissenting Shareholders

The Company does not intend to provide Company shareholders with complete
disclosure documentation including audited financial statements, concerning a
possible target company prior to acquisition, because Nevada law vests authority
in the Board of Directors to decide and approve matters involving acquisitions
within certain restrictions. Any transaction would be structured as an
acquisition, not a merger, with the Registrant being the parent company and the
acquiree being merged into a wholly owned subsidiary.

                                        9

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7. No Target Candidates for Acquisition

None of the Company's Officers, Directors, promoters, affiliates, or associates
have had any preliminary contact or discussion with any specific candidate for
acquisition. There are no present plans, proposals, arrangements, or
understandings with any representatives of the owners of any business or company
regarding the possibility of an acquisition transaction.

8. Administrative Offices

The Company currently maintains a mailing address at 131 West 35th Street, New
York, New York which is the office address of its President. Other than this
mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future. The Company pays no rent or other fees
for the use of this mailing address.

9. Employees

The Company currently has no employees. Management of the Company expects to use
consultants, attorneys and accountants as necessary, and does not anticipate a
need to engage any full-time employees so long as it is seeking and evaluating
business opportunities. The need for employees and their availability will be
addressed in connection with the decision whether or not to acquire or
participate in specific business opportunities. Although there is no current
plan with respect to its nature or amount, remuneration may be paid to or
accrued for the benefit of, the Company's officers prior to, or in conjunction
with, the completion of a business acquisition for services actually rendered.
See "Executive Compensation" and under "Certain Relationships and Related
Transactions."

10. Risk Factors

(a) CONFLICTS OF INTEREST. Certain conflicts of interest may exist between the
Company and its officers and directors. They have other business interests to
which they devote their attention, and may be expected to continue to do so
although management time should be devoted to the business of the Company. As a
result, conflicts of interest may arise that can be resolved only through
exercise of such judgment as is consistent with fiduciary duties to the Company.
See "Management" and "Conflicts of Interest."

(b) NEED FOR ADDITIONAL FINANCING. The Company has very limited funds, and such
funds may not be adequate to take advantage of any available business
opportunities. Even if the Company's funds prove to be sufficient to acquire an
interest in, or complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. The ultimate success of
the Company may depend upon its ability to raise additional capital. The Company
has not investigated the availability, source, or terms that might govern the
acquisition of additional capital and will not do so until it determines a need
for additional financing. If additional capital is needed, there is no assurance
that funds will be available from any source or, if available, that they can be
obtained on terms acceptable to the Company. If not available, the Company's
operations will be limited to those that can be financed with its modest
capital.

                                       10

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(c) REGULATION OF PENNY STOCKS. The Company's securities may be subject to a
Securities and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons other than
established customers or accredited investors. For purposes of the rule, the
phrase "accredited investors" means, in general terms, institutions with assets
in excess of $5,000,000, or individuals having a net worth in excess of
$1,000,000 or having an annual income that exceeds $200,000 (or that, when
combined with a spouse's income, exceeds $300,000). For transactions covered by
the rule, the broker-dealer must make a special suitability determination for
the purchaser and receive the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may affect the ability of
broker-dealers to sell the Company's securities and also may affect the ability
of purchasers in this offering to sell their securities in any market that might
develop therefore.

In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2,
15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities Exchange Act
of 1934, as amended. Because the securities of the Company may constitute "penny
stocks" within the meaning of the rules, the rules would apply to the Company
and to its securities. The rules may further affect the ability of owners of
Shares to sell the securities of the Company in any market that might develop
for them.

Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market for
the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii) "boiler room"
practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a position
to dictate the behavior of the market or of broker-dealers who participate in
the market, management will strive within the confines of practical limitations
to prevent the described patterns from being established with respect to the
Company's securities.

(d) LACK OF OPERATING HISTORY. The majority interest in the Company was
purchased in November 2001 for the purpose of seeking a business opportunity.
Due to the special risks inherent in the investigation, acquisition, or
involvement in a new business opportunity, The Company must be regarded as a new
or start-up venture with all of the unforeseen costs, expenses, problems, and
difficulties to which such ventures are subject.

(e) NO ASSURANCE OF SUCCESS OR PROFITABILITY. There is no assurance that the
Company will acquire a favorable business opportunity. Even if the Company
should become involved in a business opportunity, there is no assurance that it
will generate revenues or profits, or that the market price of the Company's
Common Stock will be increased thereby.

(f) POSSIBLE BUSINESS - NOT IDENTIFIED AND HIGHLY RISKY. The Company has not
identified and has no commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a business or
opportunity that it may enter into in only a general manner, and cannot disclose
the risks and hazards of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
The Company's acquisition of or participation in a business opportunity will
likely be highly illiquid and could result in a total loss to the Company and
its stockholders if the business or opportunity proves to be unsuccessful. See
Item 1 "Description of Business."

                                       11

<PAGE>

(g) TYPE OF BUSINESS ACQUIRED. The type of business to be acquired may be one
that desires to avoid effecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state requirements which purport
to protect investors. Because of the Company's limited capital, it is more
likely than not that any acquisition by the Company will involve other parties
whose primary interest is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may be currently
unprofitable or present other negative factors.

(h) IMPRACTICABILITY OF EXHAUSTIVE INVESTIGATION. The Company's limited funds
and the lack of full-time management will likely make it impracticable to
conduct a complete and exhaustive investigation and analysis of a business
opportunity before the Company commits its capital or other resources thereto.
Management decisions, therefore, will likely be made without detailed
feasibility studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The Company will
be particularly dependent in making decisions upon information provided by the
promoter, owner, sponsor, or others associated with the business opportunity
seeking the Company's participation. A significant portion of the Company's
available funds may be expended for investigative expenses and other expenses
related to preliminary aspects of completing an acquisition transaction, whether
or not any business opportunity investigated is eventually acquired.

(i) LACK OF DIVERSIFICATION. Because of the limited financial resources that the
Company has, it is unlikely that the Company will be able to diversify its
acquisitions or operations. The Company's probable inability to diversify its
activities into more than one area will subject the Company to economic
fluctuations within a particular business or industry and therefore increase the
risks associated with the Company's operations.

(j) RELIANCE UPON FINANCIAL STATEMENTS. The Company generally will require
audited financial statements from companies that it proposes to acquire. Given
cases where audited financials are available, the Company will have to rely upon
interim period unaudited information received from target companies' management
that has not been verified by outside auditors. The lack of the type of
independent verification which audited financial statements would provide,
increases the risk that the Company, in evaluating an acquisition with such a
target company, will not have the benefit of full and accurate information about
the financial condition and recent interim operating history of the target
company. This risk increases the prospect that the acquisition of such a company
might prove to be an unfavorable one for the Company or the holders of the
Company's securities.

Moreover, the Company will be subject to the reporting provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and thus will
be required to furnish certain information about significant acquisitions,
including audited financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are unable to provide
reasonable assurances that they will be able to obtain, the required audited
statements would not be considered by the Company to be appropriate for
acquisition so long as the reporting requirements of the Exchange Act are
applicable. Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition of an entity
for which audited financial statements prove to be unobtainable, the Company
would be exposed to enforcement actions by the Securities and Exchange
Commission (the "Commission") and to corresponding administrative sanctions,
including permanent injunctions against the Company and its management. The
legal and other costs of defending a Commission enforcement action would have
material, adverse consequences for the Company and its business. The imposition
of administrative sanctions would subject the Company to further adverse
consequences.

                                       12

<PAGE>

In addition, the lack of audited financial statements would prevent the
securities of the Company from becoming eligible for listing on NASDAQ, or on
any existing stock exchange.

Moreover, the lack of such financial statements is likely to discourage
broker-dealers from becoming or continuing to serve as market makers in the
securities of the Company. Without audited financial statements, the Company
would almost certainly be unable to offer securities under a registration
statement pursuant to the Securities Act of 1933, and the ability of the Company
to raise capital would be significantly limited until such financial statements
were to become available.

(k) OTHER REGULATION. An acquisition made by the Company may be of a business
that is subject to regulation or licensing by federal, state, or local
authorities. Compliance with such regulations and licensing can be expected to
be a time-consuming, expensive process and may limit other investment
opportunities of the Company.

(l) DEPENDENCE UPON MANAGEMENT; LIMITED PARTICIPATION OF MANAGEMENT. The Company
currently has only two individuals who are serving as its officers and directors
on a part time basis. The Company will be heavily dependent upon their skills,
talents, and abilities to implement its business plan, and may, from time to
time, find that the inability of the officers and directors to devote their full
time attention to the business of the Company results in a delay in progress
toward implementing its business plan. See "Management." Because investors will
not be able to evaluate the merits of possible business acquisitions by the
Company, they should critically assess the information concerning the Company's
officers and directors.

(m) LACK OF CONTINUITY IN MANAGEMENT. The Company does not have an employment
agreement with its officers and directors, and as a result, there is no
assurance they will continue to manage the Company in the future. In connection
with acquisition of a business opportunity, it is likely the current officers
and directors of the Company may resign subject to compliance with Section 14f
of the Securities Exchange Act of 1934. A decision to resign will be based upon
the identity of the business opportunity and the nature of the transaction, and
is likely to occur without the vote or consent of the stockholders of the
Company.

(n) NO INDEPENDENT AUDIT COMMITTEE OF BOARD OF DIRECTORS. The Company does not
have an independent Audit Committee of its Board of Directors. The entire Board
of Directors functions as the Company's Audit Committee. The Sarbanes-Oxley Act
of 2002 ("Sarbanes-Oxley Act") and proposed U.S. Securities and Exchange
Commission Rules currently under review to implement the Sarbanes-Oxley Act
impose certain standards on listed companies relative to the maintenance and
operations of Board of Directors Audit Committees, including but not limited to
the requirement that Audit Committees be appointed, that membership of such
committees comprise only independent directors, that a financial professional be
among the membership of such committee and that such committee be afforded an
adequate operating budget and be able to employ independent professional
advisors. The Sarbanes-Oxley Act also requires that the Audit Committee oversee
the work of a company's outside auditors and that the outside auditors be
responsible to the Audit Committee. At this time, the Company is not in
compliance with the requirements of the Sarbanes-Oxley Act as they relate to
independent Board of Directors Audit Committees. The Company believes that under
Rules proposed by the U.S. Securities and Exchange Commission on January 14,
2003 to implement these provisions of the Sarbanes-Oxley Act it is not required
to comply with its requirements relating to the appointment of an Audit
Committee of its Board of Directors and conforming with the enumerated standards
and guidelines because the Company is not a "Listed Company" as defined therein.
Notwithstanding, the final statutes, rules and regulations implementing the
Sarbanes-Oxley Act have not been adopted in final form as of this time and the
Company may ultimately be determined to not be incompliance therewith and may
therefore face penalties and restrictions on its operations until it comes into
full compliance. Additionally, the Company's failure to comply with the
provisions of the Sarbanes-Oxley Act could preclude it from being listed on
NASDAQ or any other stock exchanges until it can show that it is in compliance.
The Company's failure to be in compliance with the Sarbanes-Oxley Act could also
present an impediment to a potential business combination where the target
company intends that the Company apply for listing on NASDAQ or any other
applicable stock exchanges.

                                       13

<PAGE>

(o) VOTING CONTROL HELD BY OWNERS OF SERIES A PREFERRED STOCK. Pursuant to the
Certificate of Designation for the Company's Series A Preferred Stock, the
holders of the outstanding Series A Preferred Stock, among other preferences
granted thereunder, shall have voting rights equal to an aggregate of 54% of the
total shares entitled to vote by both (i) the holders of all of then then
outstanding shares of Common Stock (whether or not such holders vote) and (ii)
the holders of all the then outstanding shares of Series A Preferred Stock. As a
result thereof, the holders of Series A Preferred Stock, as a group, have
virtual control over all matters requiring the vote of a simple majority of the
shareholders of the Company. (see Exhibit 4.1)

(p) INDEMNIFICATION OF OFFICERS AND DIRECTORS. Nevada Statutes provide for the
indemnification of its directors, officers, employees, and agents, under certain
circumstances, against attorney's fees and other expenses incurred by them in
any litigation to which they become a party arising from their association with
or activities on behalf of the Company. The Company will also bear the expenses
of such litigation for any of its directors, officers, employees, or agents,
upon such person's promise to repay the Company therefor if it is ultimately
determined that any such person shall not have been entitled to indemnification.
This indemnification policy could result in substantial expenditures by the
Company which it will be unable to recoup.

(q) DEPENDENCE UPON OUTSIDE ADVISORS. To supplement the business experience of
its officers and directors, the Company may be required to employ accountants,
technical experts, appraisers, attorneys, or other consultants or advisors. The
selection of any such advisors will be made by the Company's President without
any input from stockholders. Furthermore, it is anticipated that such persons
may be engaged on an "as needed" basis without a continuing fiduciary or other
obligation to the Company. In the event the President of the Company considers
it necessary to hire outside advisors, he may elect to hire persons who are
affiliates, if they are able to provide the required services.

(r) LEVERAGED TRANSACTIONS. There is a possibility that any acquisition of a
business opportunity by the Company may be leveraged, i.e., the Company may
finance the acquisition of the business opportunity by borrowing against the
assets of the business opportunity to be acquired, or

                                       14

<PAGE>

against the projected future revenues or profits of the business opportunity.
This could increase the Company's exposure to larger losses. A business
opportunity acquired through a leveraged transaction is profitable only if it
generates enough revenues to cover the related debt and expenses. Failure to
make payments on the debt incurred to purchase the business opportunity could
result in the loss of a portion or all of the assets acquired. There is no
assurance that any business opportunity acquired through a leveraged transaction
will generate sufficient revenues to cover the related debt and expenses.

(s) COMPETITION. The search for potentially profitable business opportunities is
intensely competitive. The Company expects to be at a disadvantage when
competing with many firms that have substantially greater financial and
management resources and capabilities than the Company. These competitive
conditions will exist in any industry in which the Company may become
interested.

(t) NO FORESEEABLE DIVIDENDS. The Company has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the foreseeable future.

(u) LOSS OF CONTROL BY PRESENT MANAGEMENT AND STOCKHOLDERS. The Company may
consider an acquisition in which the Company would issue as consideration for
the business opportunity to be acquired an amount of the Company's authorized
but unissued Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result of such an
acquisition would be that the acquired company's stockholders and management
would control the Company, and the Company's management could be replaced by
persons unknown at this time. Such a merger would result in a greatly reduced
percentage of ownership of the Company by its current shareholders.

(v) RULE 144 SALES. All of the outstanding shares of Common Stock held by
present officers, directors, and stockholders are "restricted securities" within
the meaning of Rule 144 under the Securities Act of 1933, as amended. As
restricted shares, these shares may be resold only pursuant to an effective
registration statement or under the requirements of Rule 144 or other applicable
exemptions from registration under the Act and as required under applicable
state securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not exceed
the greater of 1.0% of a company's outstanding common stock or the average
weekly trading volume during the four calendar weeks prior to the sale. There is
no limit on the amount of restricted securities that may be sold by a
nonaffiliate after the restricted securities have been held by the owner for a
period of two years. Nonaffiliate shareholders who have held their shares under
Rule 144 for two years are eligible to have freely tradable shares. A sale under
Rule 144 or under any other exemption from the Act, if available, or pursuant to
subsequent registration of shares of Common Stock of present stockholders, may
have a depressive effect upon the price of the Common Stock in any market that
may develop. All shares become available for resale (subject to volume
limitations for affiliates) under Rule 144, one year after date of purchase
subject to applicable volume restrictions under the Rule.

ITEM 2. DESCRIPTION OF PROPERTY.

The Company has no property. The Company does not currently maintain an office
or any other facilities. It does currently maintain a mailing address at 131
West 35th Street, New York, New York 10001. The Company pays no rent for the use
of this mailing address. The Company does not believe that it will need to
maintain an office at any time in the foreseeable future in order to carry out
its plan of operations described herein.

                                       15

<PAGE>

The Company currently has no investments in real estate, real estate mortgages,
or real estate securities, and does not anticipate making any such investments
in the future. However, the policy of the Company with respect to investment in
real estate assets could be changed in the future without a vote of security
holders.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated. No director, officer or affiliate of
the Company, and no owner of record or beneficial owner of more than 5% of the
common stock of the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material interest
adverse to the Company in reference to pending litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the Company's stockholders during the
quarter ended December 31, 2002. On July 26, 2002, the Company filed with the
Securities and Exchange Commission an Information Statement Pursuant to Section
14 (C) of the Securities Act of 1934 ("Information Statement") relative to
certain action taken by written consent on June 24, 2002 of holders entitled to
vote a majority of the aggregate shares of the Company's Common Stock and Series
A Preferred Stock. Said Information statement is incorporated by reference.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company is a reporting company with the Securities and Exchange Commission
and participates in the Over-the-Counter Bulletin Board Quotation Service
maintained by the National Association of Securities Dealers, Inc. ("OTCBB").
The OTCBB is an electronic quotation medium for securities traded outside of the
NASDAQ Stock Market and prices for the Company's common stock is published on
the OTCBB under the trading symbol "ITRD". The OTCBB market is extremely limited
and the prices quoted are not a reliable indication of the value of the
Company's common stock. The following chart specifies monthly high and low
quotations. Such quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent actual transactions.

<TABLE>
<CAPTION>

         Month               Ask/High      Bid/Low      Close
<S>      <C>                 <C>            <C>         <C>
         March 2003           $0.07         $0.07       $0.07
         February 2003        $0.07         $0.07       $0.07
         January 2003         $0.07         $0.07       $0.07
         December 2002        $0.08         $0.07       $0.07
         November 2002        $0.09         $0.08       $0.08
         October 2002         $0.09         $0.09       $0.09
         September 2002       $0.08         $0.09       $0.09
         August 2002          $0.30         $0.07       $0.08
         July 2002            $0.105        $0.05       $0.07
</TABLE>

Such common stock is currently held of record by a total of approximately 40
persons.

On May 7, 2002, the Company executed a Certificate of Designation for the
Company's Series A Preferred Stock. On May 31, 2002, the Company issued 200,000
shares of Series A Preferred Stock to the directors of the Company in lieu of
their agreement to serve without compensation and provide certain facilities and
services to the Company. Pursuant to such Certificate of Designation, the
holders of the outstanding Series A Preferred Stock, among other preferences
granted thereunder, have voting rights equal to an aggregate of 54% of the total
shares entitled to vote by both (i) the holders of all of the then outstanding
shares of Common Stock (whether or not such holders vote) and (ii) the holders
of all the then outstanding shares of Series A Preferred Stock. As a result
thereof, the holders of Series A Preferred

                                       16

<PAGE>

Stock, as a group, have virtual control over all matters requiring the vote of a
simple majority of the shareholders of the Company. (see Exhibit 4.1)

No dividends have been declared or paid on the Company's securities, and it is
not anticipated that any dividends will be declared or paid in the foreseeable
future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

COMPARISON OF FISCAL YEAR ENDED DECEMBER 31, 2002 AND FISCAL YEAR ENDED DECEMBER
31, 2001

The Company had no sales through December 31, 2002 and is considered a
Development Stage Company.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased by $277,578 to $59,026 for the year ended December 31, 2002, from
$336,604 for the year ended December 31, 2001. Costs decreased primarily due to
lack of any operations and a corresponding reductions in salaries, office
expense, consulting and legal fees . The Company's operations in the optical
device field ceased in November 2001.

INTEREST EXPENSES. Interest expense in 2002 was $56,408 compared to $7,916 in
2002 primarily due to the fact that the Company's Debenture was outstanding for
the entire year in 2002 compared to only a partial year in 2001. Interest
expense on the Debenture includes both accrued interest and amortization of the
discount on the Debenture.

BENEFICIAL CONVERSION FEATURE. Beneficial conversion feature and inducement
expense for 2002 was $576,653 resulting from shares issued to holders of the
Debenture upon their conversion of a portion of the Debenture to common stock in
accordance with terms stipulated in the Debenture. Beneficial conversion feature
and inducement expense in 2001 was $2,109,100.

LIQUIDITY AND CAPITAL RESOURCES

1. Liquidity

In the year ended December 31, 2002, the Company financed operations from cash
on hand and an increase in accrued expenses. The Company is seeking to acquire
business entities that will generate cash from operations.

The Company's Working Capital deficit was $2,791 at December 31, 2001. During
2002 the deficit increased by $76,391 to a deficit of $79,182 at December 31,
2002.

The Company's operating activities used cash in the amount of $1,440.00 for the
year ended December 31, 2002 as compared to cash used in the amount of $538,127
during the year ended December 31, 2001.

The Company had no investing activities in 2002 or 2001.

The Company's financing activities generated $1,000 during the year ended
December 31, 2002, as compared to cash generated of $538,600 during the year
ended December 31, 2001. The principal source of cash from financing activities
in 2002 was from proceeds of loans from shareholders.

                                       17

<PAGE>

For the fiscal year ending December 31, 2003, the Company anticipates incurring
a loss as a result of expenses associated with compliance with the reporting
requirements of the Securities Exchange Act of 1934, and expenses associated
with locating and evaluating acquisition candidates. The Company anticipates
that until a business combination is completed with an acquisition candidate, it
will not generate revenues. It may also continue to operate at a loss after
completing a business combination, depending upon the performance of the
acquired business.

2. Plan of Operations and Need for Additional Financing

During the fiscal year ending December 31, 2003, the Company plans to continue
with efforts to seek, investigate, and, if warranted, acquire one or more
properties or businesses. The Company also plans to file all required periodical
reports and to maintain its status as a fully-reporting Company under the
Securities Exchange Act of 1934. In order to proceed with its plans for the next
year, it is anticipated that the Company will require additional capital in
order to meet its cash needs. These include the costs of compliance with the
continuing reporting requirements of the Securities Exchange Act of 1934, as
amended, as well as any costs the Company may incur in seeking business
opportunities.

No specific commitments to provide additional funds have been made by management
or other stockholders, and the Company has no current plans, proposals,
arrangements or understandings with respect to the sale or issuance of
additional securities prior to the location of a merger or acquisition
candidate. Accordingly, there can be no assurance that any additional funds will
be available to the Company to allow it to cover its expenses. Notwithstanding
the foregoing, to the extent that additional funds are required, the Company
anticipates receiving such funds in the form of advancements from current
shareholders without issuance of additional shares or other securities, or
through the private placement of restricted securities rather than through a
public offering.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. For example, unexpected changes in market conditions or a downturn in
the economy could adversely affect actual results. Estimates are used in
accounting for, among other things, inventory obsolescence, goodwill valuation,
retail inventory method, legal liability, product warranty, depreciation,
employee benefits, taxes, and contingencies. Estimates and assumptions are
reviewed periodically and the effects of revisions are reflected in the
Financial Statements in the period they are determined to be necessary.

The Company is currently in the development stage and management believes, since
it has only nominal assets and no known liabilities, there are currently no
critical accounting policies which affect its more significant judgments and
estimates used in the preparation of its Financial Statements.

                                       18

<PAGE>

ITEM 7. FINANCIAL STATEMENTS.

                                       19

<PAGE>






                                  INTRAC, INC.

                          AUDITED FINANCIAL STATEMENTS

                           DECEMBER 31, 2002 AND 2001

<PAGE>

                                   INTRAC, INC


                          INDEX TO FINANCIAL STATEMENTS


                                DECEMBER 31, 2002


AUDITORS OPINION FOR YEAR ENDED DECEMBER 31, 2001              FS-3

AUDITORS' OPINION FOR YEAR ENDED DECEMBER 31, 2002             FS-3A

CONDENSED BALANCE SHEETS DECEMBER 31, 2002 AND 2001            FS-4

CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR

  ENDED DECEMBER 31, 2002 AND 2001                             FS-5

CONDENSED STATEMENT OF STOCKHOLDERS DEFICIENCY                 FS-6

CONDENSED STATEMENT OF CASH FLOWS FOR THE YEARS

  ENDED DECEMBER 31, 2002 AND 2001                             FS-7

NOTES TO THE FINANCIAL STATEMENTS                              FS-8
                                                               TO FS-15

                                      FS-2

<PAGE>

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

CHAIFETZ & SCHREIBER, P.C

Certified Public Accountants

21 Harbor Park Drive N
Port Washington, NY 11050

To the Board of Directors
Intrac, Inc.
131 West 35th Street
New York, NY 10001

We hereby consent to the inclusion of our Independent Auditors' Report dated
April 30, 2002, with respect to the financial statements of Intrac, Inc. for the
year ended December 31, 2001, in the upcoming filing of its Form 10-KSB, for
Intrac, Inc. for the year ended December 31, 2002

CHAIFETZ & SCHREIBER, P.C.

Port Washington, New York
April 11, 2003

                                      FS-3

<PAGE>

INDEPENDENT AUDITORS' REPORT
----------------------------



The Board of Directors of
Intrac, Inc.

New York, NY



We have audited the accompanying balance sheet of Intrac, Inc. as of
December 31, 2002 and the related statements of operations,
stockholders' deficiency and cash flows for the year ended December 31,
2002. These consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall consolidated financial
statement presentation. We believe that our audits provide a reasonable
basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Intrac, Inc. as of December 31, 2002 and the consolidated results of
its operations and its cash flows for the year ended December 31, 2002
in conformity with generally accepted accounting principles. Also, in
our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set
forth therein.

Paritz and Company P.A.
Hackensack, New Jersey
March 5, 2003

                                      FS-3A

<PAGE>

INTRAC, INC
CONDENSED BALANCE SHEET
DECEMBER 31,

<TABLE>
<CAPTION>
                                                                2002          2001
                                                             ----------    ----------
              ASSETS
<S>                                                          <C>           <C>
CURRENT ASSETS

     Cash                                                           100            542
                                                             ----------     ----------

TOTAL CURRENT ASSETS AND TOTAL ASSETS                               100            542
                                                             ==========     ==========

    LIABILITIES & STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
      Accrued expenses and sundry current liabilities            79,182          3,333
                                                             ----------     ----------

Total Current Liabilities                                        79,182          3,333

CONVERTIBLE DEBENTURE                                           325,000        328,333
                                                             ----------     ----------

TOTAL LIABILITIES                                               404,182        331,666

STOCKHOLDERS' EQUITY:
     Common stock- $.001 par value, 105,264 shares
      authorized
      99,989 shares issued and outstanding                          100         85,958
     Series A Preferred stock, $.001 par value
      5,000,000 shares authorized, 200,000 shares issued
      and outstanding                                               200              0
     Additional paid in capital                               3,112,447      2,407,660
     Accumulated deficit                                     (3,516,829)    (2,824,742)
                                                             ----------     ----------

Total Stockholders' deficiency                                 (404,082)      (331,124)

TOTAL LIABILITIES & STOOCKHOLDERS' DEFICIENCY                       100            542
                                                             ==========     ==========

</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      FS-4

<PAGE>

INTRAC, Inc.
CONDENSED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                           Three Months Ended
                                              Year Ended December 31,          December 31,
                                              2002          2001            2002          2001
                                                     AUDITED                     UNAUDITED
<S>                                          <C>          <C>             <C>           <C>
REVENUES                                            0              0            0             0
                                            ---------    -----------     --------      --------
EXPENSES

     General and administrative                59,026        336,604        4,500       286,670
     Amortization and write down of
      goodwill and other intangibles                0        336,048            0         1,810
                                            ---------   ------------     ---------     --------

Total Expenses                                 59,026        672,652        4,500       288,480

LOSS FROM OPERATIONS                          (59,026)      (672,652)      (4,500)     (288,480)

OTHER INCOME (EXPENSE)
     Interest Income (Expense)                (56,408)        (7,916)      (5,917)          254
     Debt Conversion Inducement              (576,653)    (2,109,100)
     Other                                                     1,085                        800
                                            ---------   ------------     --------     ---------

TOTAL OTHER INCOME (EXPENSE)                 (633,061)    (2,115,931)      (5,917)        1,054

NET LOSS                                     (692,087)    (2,788,583)     (10,417)     (287,426)
                                            =========   ============     ========     =========

WEIGHTED AVERAGE SHARES                        99,264      2,857,631       99,264     9,500,646

Loss per Share                                 (6.97)          (0.98)       (0.10)        (0.03)
</TABLE>



                        SEE NOTES TO FINANCIAL STATEMENTS

                                      FS-5

<PAGE>

INTRAC, INC.
CONDENSED STATEMENT OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>

                                         Common Stock          Preferred Stock       Additional     Accumulated
                                     Shares        Amount     Shares     Amount    Paid in Capital    Deficit        Total
<S>                               <C>             <C>        <C>         <C>       <C>              <C>             <C>

Balance, December 31, 2001         85,958,454       85,958                             2,407,660     (2,824,742)    (331,124)

Shares issued on debenture
 conversion                       863,928,572      863,929                              (245,000)                    618,929

Effect of 1 for 9,500 reverse
 stock split                     (949,787,037)    (949,787)                              949,787                           0

Preferred shares issued                                       200,000        200                                         200

Net loss                                                                                               (692,087)    (692,087)
                                -------------     --------  ----------   -------       ---------     ----------     --------

Balance December 31, 2002              99,989          100    200,000        200       3,112,447     (3,516,829)    (404,082)
                                =============     ========  ==========   =======       =========     ===========    ========

</TABLE>


                        SEE NOTES TO FINANCIAL STATEMENTS

                                      FS-6

<PAGE>

INTRAC, INC.

CONDENSED STATEMENT OF CASH FLOWS
DECEMBER 31,

<TABLE>
<CAPTION>
                                                                     2002         2001
                                                                   --------    ---------
<S>                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                     (692,087)  (2,818,583)
      Adjustments to reconcile net loss to net cash used by
           operating activities
      Debt conversion inducement                                    576,653    2,109,100
      Stock compensation                                                         151,975
      Amortization and write down of other intangibles                            11,465
      Amortization of discount on debenture                          28,611        4,583
      Increase in accrued expenses                                   85,381        3,333
                                                                   --------    ---------

Net cash used by operating activities                                (1,442)    (538,127)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from debenture                                                 390,000
     Additional paid in capital                                                  147,114
     Common stock issued                                                           1,486
     Advances from shareholders                                       1,000
                                                                   --------    ---------

Net cash provided by financing activities                             1,000      538,600

NET (DECREASE) INCREASE IN CASH                                        (442)         473

CASH- BEGINNING OF PERIOD                                               542           69
                                                                   --------    ---------

CASH- END OF PERIOD                                                     100          542
                                                                   ========    =========
     SUPPLEMEMTAL DISCLOSURES
      INTEREST PAID                                                     --           --
      INCOME TAXES PAID                                                 --           --
</TABLE>

                        SEE NOTES TO FINANCIAL STATEMENTS

                                      FS-7

<PAGE>

INTRAC, INC.
-------


NOTES TO FINANCIAL STATEMENTS
---------------------------------------


     1. ORGANIZATION

     Intrac, Inc. (the "Company") was organized September 6, 2000 (date of
     inception) under the laws of the State of Nevada, as Intrac, Inc. The
     Company has no operations and in accordance with SFAS#7, the Company is
     considered a Development Stage Company.

     ACQUISITION AND MERGER - On November 29, 2001, Continental Acquisition Inc.
     ("Continental"), a Delaware corporation, incorporated November 7, 2001,
     entered into a stock purchase agreement to purchase 6,650,000 shares of the
     Company's common stock held by a shareholder. This constituted
     approximately 66% of the 1,008,450 issued and outstanding shares of common
     stock of the Company. This transaction was completed on December 21, 2001.
     Subsequently, Continental merged into Intrac Acquisition Corp.
     ("Acquisition Corp."), a Nevada corporation incorporated on November 28,
     2001, formed solely for this purpose.

     On December 21, 2001, Intrac, Inc. merged with Continental and Acquisition
     Corp. (the "Merger") for the sole purpose of being the surviving
     corporation (collectively referred to as the "Company"). In connection with
     the acquisition and merger, the Company's management resigned and new
     management was appointed in its place. A change in location of the
     Company's offices also occurred. No additional shares of the Company's
     stock were issued as a result of this merger.

                                      FS-8

<PAGE>

NOTES TO FINANCIAL STATEMENTS
---------------------------------------


     2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     ACCOUNTING ESTIMATES - The preparation of financial statements in
     conformity with generally accepted accounting principles required
     management to make estimates and ssumptions that affect the reported
     amounts of assets and liabilities, the disclosures of contingent assets and
     liabilities at the date of the financial statements, and the reported
     amounts of revenues and expenses during the reporting period. Actual
     results could differ from those estimated by management.

     CASH AND CASH EQUIVALENTS - The Company maintains a cash balance in a
     non-interest bearing account that currently does not exceed federally
     insured limits. For the purposes of the statement of cash flows, all highly
     liquid investments with an original maturity of three months or less are
     considered to be cash equivalents. There are no equivalents as of December
     31, 2002.

     REVENUE RECOGNITION - The Company recognizes revenue on the accrual basis
     and in accordance with the Securities and Exchange Commission released
     Staff Accounting Bulletin No. 101, Revenue Recognition in Financial
     Statements (SAB No. 101), which provides guidance on the recognition,
     presentation and disclosure of revenue in financial statements.

                                      FS-9

<PAGE>

NOTES TO FINANCIAL STATEMENTS
---------------------------------------


     2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     RECENTLY ENACTED ACCOUNTING STANDARDS - Statement of Financial Accounting
     Standards ("SFAS") No. 140, "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishments of Liabilities - a replacement of FASB
     Statement No. 125", SFAS No. 141, "Business Combinations," SFAS No. 142,
     "Goodwill and Other Intangible Assets," and SFAS No. 143, "Accounting for
     Asset Retirement Obligations," were recently issued. SFAS No. 140, 141,
     142, and 143 have no current applicability to the Company or their effect
     on the financial statements would not have been significant.

     GOODWILL AND OTHER INTANGIBLE ASSETS - Long-lived assets held and used by
     the Company are reviewed for possible impairment whenever events or
     circumstances indicate the carrying amount of an asset may not be
     recoverable or is impaired. Prior to the Merger, Intrac, Inc. acquired
     certain technology related intangible assets. In addition, in connection
     with the Merger, the Company recognized goodwill. As of December 31, 2002,
     the remaining carrying value of such goodwill and other intangibles was
     considered to be fully impaired and, accordingly, was written down. Such
     impairment arose from the Company's decision not to pursue the development
     of the technology acquired and the Company's substantial operating loss.

     FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair value estimates discussed herein
     are based upon certain market assumptions and pertinent information
     available to management as of December 31, 2002. The respective carrying
     value of certain on-balance-sheet financial instruments approximated their
     fair values. These financial instruments include cash, accrued interest and
     debenture payable. Fair values were assumed to approximate carrying values
     for cash and accrued interest because they are short term in nature and
     their carrying amounts approximate fair values or they are payable on
     demand. Fair value of the debenture payable was assumed to approximate its
     carrying value due to the conversion feature of the debenture.

                                      FS-10

<PAGE>

NOTES TO FINANCIAL STATEMENTS
---------------------------------------

     2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     EARNINGS PER SHARE - The Company follows Statement of Financial Accounting
     Standards No. 128. Earnings Per Share (SFAS No. 128). Basic earnings per
     common share (EPS) calculations are determined by dividing net income by
     the weighted average number of shares of common stock outstanding during
     the year. Diluted earning per common share calculations are determined by
     dividing net income by the weighted average number of common shares and
     dilative common share equivalents outstanding. During periods when common
     stock equivalents, if any, are anti-dilutive they are not considered in the
     computation. As of December 31, 2001 and 2002, the Company had no dilutive
     common stock equivalents, such as stock options or warrants.

     SEGMENT REPORTING - The Company follows Statement of Financial Accounting
     Standards No. 130, Disclosures About Segments of an Enterprise and related
     Information. The Company operates as a single segment and will evaluate
     additional segment disclosure requirements as it expands its operations.

     INCOME TAXES - The Company follows Statement of Financial Accounting
     Standards No. 109, Accounting for Income Taxes (SFAS No. 109), which
     requires the liability approach for the effect of income taxes. Deferred
     tax assets and liabilities are computed based upon the difference between
     the financial statement and income tax basis of assets and liabilities
     using the enacted marginal tax rate applicable when the related asset or
     liability is expected to be realized or settled. Deferred income tax
     expenses or benefits are based on the changes in the asset or liability
     each period. If available evidence suggests that it is more likely than not
     that some portion or all of the deferred tax assets will not be realized, a
     valuation allowance is required to reduce the deferred tax assets to the
     amount that is more likely than not to be realized. Future changes in such
     valuation allowance are included in the provision for deferred income taxes
     in the period of change.

     Deferred income taxes may arise from temporary differences resulting from
     income and expense items reported for financial accounting and tax purposes
     in different periods. Deferred taxes are classified as current or
     non-current, depending on the classification of assets and liabilities to
     which they relate. Deferred taxes arising from temporary differences that
     are not related to an asset or liability are classified as current or
     non-current depending on the periods in which the temporary differences are
     expected to reverse.

                                      FS-11

<PAGE>

NOTES TO FINANCIAL STATEMENTS
---------------------------------------

     3. INCOME TAXES

     The Company has available at December 31, 2002, unused operating loss
     carryforwards of approximately $775,000, which may be applied against
     future taxable income and which expire in various years through 2022. If
     certain substantial changes in the Company's ownership should occur, there
     could be an annual limitation on the amount of net operating loss
     carryforward that can be utilized. The amount of and ultimate realization
     of the benefits from the operating loss carryforwards for income tax
     purposes is dependent, in part, upon the tax laws in effect, the future
     earnings of the Company and other future events, the effects of which
     cannot be determined. Because of the uncertainty surrounding the
     realization of the loss carryforwards the Company has established a
     valuation allowance equal to the tax effect of the loss carryforwards
     (approximately $765,000) at December 31, 2002 and, therefore, no deferred
     tax asset has been recognized for the loss carryforwards.

     The following table reflects the Company's deferred tax assets and
     (liabilities) at December 31, 2002:

<TABLE>
          <S>                                        <C>
          Net operating loss deduction               $765,000
          Valuation allowance                         765,000
                                                     --------
          Net deferred asset                         $  --
                                                     ========
</TABLE>

     The provision for income taxes (benefits) differs from the amount computed
     by applying the statutory federal income tax rate to income (loss) before
     income taxes as follows:

<TABLE>
<CAPTION>

                                                                    2002              2001
                                                                  --------          --------
          <S>                                                     <C>               <C>
          Income tax (benefit) computed at statutory rate       (1,008,000)         (958,000)
          Effect of permanent differences                          765,000           717,000
          Tax benefit not recognized                               243,000            41,000
                                                                ----------        ----------
          Provision for income taxes (benefit)                  $    --                --
                                                                ==========        ==========
</TABLE>

                                      FS-12

<PAGE>

NOTES TO FINANCIAL STATEMENTS
---------------------------------------

     4. CONVERTIBLE DEBENTURE

     On December 4, 2001, Continental issued its 8% Series SPA Senior
     Subordinated Convertible Redeemable Debenture ("Debenture") in the amount
     of $1,000,000, due November 30, 2003, pursuant to a Securities Subscription
     Agreement that was assigned to and assumed by the Company in the merger
     with Acquisition Corp. and Continental (see Note 1). Proceeds from the sale
     of $500,000 of this Debenture were $390,000. The resultant discount of
     $110,000 is being amortized as interest expense over the term of the
     Debenture.

     The Debenture is convertible into shares of the Company's Common Stock. The
     holder of this Debenture is entitled, at its option at any time, to convert
     all or any amount over $5,000 of the principal face amount of this
     Debenture into freely tradable shares of common stock of the Company
     without restrictive legend of any nature ("Common Stock"), at a conversion
     price ("Conversion Price") for each share of Common Stock calculated at
     certain prices in accordance with terms stipulated in the Debenture. At any
     time after 90 days of the date of this Debenture the Company shall have the
     option to pay to the holder 150% of the principal amount of the Debenture,
     in full, to the extent conversion has not occurred. During December 2001,
     $84,950 face amount of such Debenture was converted into common stock.
     During the first quarter of 2002, the Company converted $54,200 of the
     Debenture into 863,928,572 shares of the Company's common stock with the
     recording of $576,653 beneficial convertible features.

     5. STOCKHOLDERS' EQUITY

     On March 26, 2001, the Company completed an offering that was registered
     with the State of Nevada pursuant to NRS 90.490 and was exempt from federal
     registration pursuant to Regulation D, Rule 504 of the Securities Act of
     1933, as amended. The Company sold 1,486,000 shares of its $0.001 par value
     common stock ("Common Stock") at a price of $0.10 per share for total cash
     of $148,600. In October 2001, the Company effected a 1 for 10 reverse split
     of its common stock. During December 2001, the Board of Directors of the
     Company approved an increase in the number of authorized shares of Common
     Stock, par value $.001 per share, whereby the number of authorized shares
     of Common Stock was increased from 20,000,000 to 500,000,000, par value

                                      FS-13

<PAGE>

NOTES TO FINANCIAL STATEMENTS
---------------------------------------

     5. STOCKHOLDERS' EQUITY (Continued)

     $.001 per share. On February 28, 2002, the Board of Directors of the
     Company approved an increase in the number of authorized shares of Common
     Stock, par value $.001 per share, from 500,000,000 to 1,000,000,000 par
     value $.001 per share. During the first quarter of 2002, the Company
     converted $54,200 of its Debentures into 863,928,572 shares of the
     Company's Common Stock par value $.001 per share with the recording of
     $576,653 beneficial convertible features. On June 24, 2002,the Company
     authorized a 1-for-9,500 reverse stock split of the Company's issued and
     outstanding Common Stock and a corresponding decrease in the number of
     authorized shares of the Company's Common Stock to be effective on July
     5,2002. As of December 31, 2002,there were 105,264 shares of Common Stock
     authorized and 99,989 shares of Common Stock issued and outstanding. The
     weighted average shares and earnings per share give retroactive effect to
     these transactions for all periods shown.

     The Company is authorized to issue 5,000,000 shares of its $0.001 par value
     Preferred Stock. On May 31, 2002, the Company issued 200,000 shares of its
     $0.001 Series A Preferred Stock to the directors of the Company in lieu of
     the directors' agreement to serve without compensation and provide certain
     facilities and services to the company.

     6. GOING CONCERN

     The accompanying financial statements have been prepared assuming that the
     Company will continue as a going concern which contemplates the
     recoverability of assets and the satisfaction of liabilities in the normal
     course of business. As noted above, the Company is in the development stage
     and, accordingly, has not yet generated revenues from operations. Since its
     inception, the Company has been engaged substantially in financing
     activities and developing its product line, incurring substantial costs and
     expenses. As a result, the Company incurred a net loss during the period
     ended December 31, 2002 of $(692,087). In addition, the Company's
     development activities since inception have been financially sustained by
     capital contributions and issuance of the Debenture.

                                      FS-14

<PAGE>

NOTES TO FINANCIAL STATEMENTS
---------------------------------------


     6. GOING CONCERN (Continued)

     The ability of the Company to continue as a going concern is dependent upon
     its ability to raise additional capital from the sale of common stock and,
     ultimately, the achievement of significant operating revenues. The
     accompanying financial statements do not include any adjustments that might
     be required should the Company be unable to recover the value of its assets
     or satisfy its liabilities.

     7. RELATED PARTY TRANSACTIONS

     The Company does not lease or rent any property. Office services are
     provided without charge by the Company's officers. Such costs are
     immaterial to the financial statements and, accordingly, have not been
     reflected therein.

                                      FS-15


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

Effective October 31, 2002, the Registrant changed its independent auditor from
Chaifetz & Schreiber, P.C. to Paritz & Company, P.A. The Company incorporates by
reference its Form 8-K filed with the Securities and Exchange Commission on
November 15, 2002.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

1. Management

The following table sets forth the names, ages and current positions with the
Company held by the Directors, Executive Officers and Significant Employees. The
Directors and Officers of the Company assumed their positions in November 2001.
There is no immediate family relationship between or among any of the Directors,
Officers or Significant Employees, and the Company is not aware of any
arrangement or understanding between any Director or Executive Officer and any
other person pursuant to which he was elected to his position.

<TABLE>
<CAPTION>

     Name            Age      Position(s) with the Company
  -------------     -----    ------------------------------
<S>                 <C>      <C>
  Isaac Nussen       51       President and Director

  George Weiss       61       Secretary and Director
</TABLE>

The directors named above will serve until the next annual meeting of the
Company's stockholders. Thereafter, directors will be elected for one-year terms
at the annual stockholders' meeting. Officers will hold their positions at the
pleasure of the board of directors, absent any employment agreement, of which
none currently exists or is contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
person pursuant to which any director or officer was or is to be selected as a
director or officer.

The directors and officers of the Company will devote such time to the Company's
affairs on an "as needed" basis, but less than 10 hours per month. As a result,
the actual amount of time which they will devote to the Company's affairs is
unknown and is likely to vary substantially from month to month.

2. Directors and Officers of the Company

The following is a brief description of the business experience during the past
five years of each of the above-name persons:

Isaac Nussen has served as president, CEO and director of Intrac, Inc. since
November 2001. He has served as President, CEO and Director of American Jewelry
Corp. since November 1998. Since 1993 he also served in the same positions for
Jarnow Corporation. Mr. Nussen served as an executive officer of other jewelry
manufacturing companies for over 25 years. Mr. Nussen currently serves on the
board of directors of American Jewelry Corp. and MTN Holdings, Inc.

George Weisz (a.k.a. Ghidale Weisz) has served as Secretary and director of
Intrac, Inc. since November 2001. He has served as Chief Operating Officer, Vice
President and Secretary of American Jewelry Corp. since November 1998. Since
1993 he also served in the same positions for Jarnow Corporation. Mr. Weisz
served as an executive officer of other jewelry manufacturing companies for over
25 years. Mr. Weisz currently serves on the board of directors of American
Jewelry Corp. and MTN Holdings, Inc.

                                       20

<PAGE>

Audit Committee.

The Company does not have an independent Audit Committee of its Board of
Directors. The entire Board of Directors functions as the Company's Audit
Committee. Given that the Company does not currently have any operations and has
only two directors, it is unfeasible for the Company to implement an independent
Audit Committee or to include an "audit committee financial expert" as a member
of such a committee. Concurrent with the completion of a transaction with
another company, the Company would intend to appoint additional independent
directors of the Company to serve as its audit committee, including an "audit
committee financial expert". The Company believes that under Rules proposed by
the U.S. Securities and Exchange Commission to implement provisions of the
Sarbanes-Oxley Act, it is not required to comply with its requirements relating
to the appointment of an Audit Committee of its Board of Directors and
conforming with the enumerated standards and guidelines because the Company is
not a "Listed Company" as defined therein.

Code of Ethics

The Company has not implemented a Code of Ethics that applies to the Company's
principal executive officer, principal financial officer, principal accounting
officer, or other persons performing similar functions because it does not have
any operations or full-time employees. Prior to the completion of a transaction
with another company, the Company would intend to implement an appropriate Code
of Ethics.

ITEM 10. EXECUTIVE COMPENSATION.

No officer or director received any remuneration from the Company during the
fiscal year. Until the Company acquires additional capital, it is not intended
that any officer or director will receive compensation from the Company other
than reimbursement for out-of-pocket expenses incurred on behalf of the Company.
See "Certain Relationships and Related Transactions." The Company has no stock
option, retirement, pension, or profit-sharing programs for the benefit of
directors, officers or other employees, but the Board of Directors may recommend
adoption of one or more such programs in the future.

                                       21

<PAGE>

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth, as of the end of the Company's most recent
fiscal year, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5% or more of
the outstanding Common Stock of the Company. Also included are the shares held
by all executive officers and directors as a group.
<TABLE>
<CAPTION>

                                  Number of Shares Owned
     Name and Address                  Beneficially       Percent of Class Owned
     ----------------             ----------------------  ----------------------
     <S>                            <C>                    <C>
     Isaac Nussen (1)                       35                        *
     131 West 35th Street
     New York, New York

     George Weisz (1)                       35                        *
     131 West 35th Street
     New York, New York

     All directors and executive officers
     As a group (2 persons)                 70
</TABLE>

(1)  The person listed is an officer, a director, or both, of the Company.
*    Less than one (1%) percent

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1. Indemnification of Officers and Directors

The Nevada Statutes provide that the Company may indemnify its officers and
directors for costs and expenses incurred in connection with the defense of
actions, suits, or proceedings where the officer or director acted in good faith
and in a manner he reasonably believed to be in the Company's best interest and
is a party by reason of his status as an officer or director, absent a finding
of negligence or misconduct in the performance of duty.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.

                                       22

<PAGE>

2. Conflicts of Interest

None of the officers of the Company will devote more than a portion of his time
to the affairs of the Company. There will be occasions when the time
requirements of the Company's business conflict with the demands of the
officers' other business and investment activities. Such conflicts may require
that the Company attempt to employ additional personnel. There is no assurance
that the services of such persons will be available or that they can be obtained
upon terms favorable to the Company.

None of the Company's officers and/or directors receives any compensation for
their respective services rendered to the Company, nor have they received such
compensation until authorized by the Board of Directors, which is not expected
to occur until the Company has generated revenues from operations after
consummation of a merger or acquisition. As of the date of filing this report,
the Company has no funds available to pay officers or directors. Further, none
of the officers or directors is accruing any compensation pursuant to any
agreement with the Company. No retirement, pension, profit sharing, stock option
or insurance programs or other similar programs have been adopted by the Company
for the benefit of its employees.

It is possible that persons associated with management may refer a prospective
merger or acquisition candidate to the Company. In the event the Company
consummates a transaction with any entity referred by associates of management,
it is possible that such an associate will be compensated for their referral in
the form of a finder's fee. It is anticipated that this fee will be either in
the form of restricted Common Stock issued by the Company as part of the terms
of the proposed transaction, or will be in the form of cash consideration.
However, if such compensation is in the form of cash, such payment will be
tendered by the acquisition or merger candidate, because the Company has
insufficient cash available. The amount of such finder's fee cannot be
determined as of the date of filing this report, but is expected to be
comparable to consideration normally paid in like transactions. No member of
management of the Company will receive any finders fee, either directly or
indirectly, as a result of their respective efforts to implement the Company's
business plan outlined herein.

The Company has adopted a policy that its affiliates and management shall not be
issued further common shares of the Company, except in the event discussed in
the preceding paragraphs.

3. Issuance of Series A Preferred Stock and Change of Control

On May 31, 2002, the Company issued 200,000 shares of its $0.001 Series A
Preferred Stock (the "Preferred Shares") to the directors of the Company in lieu
of the directors' agreement to serve without compensation and provide certain
facilities and services to the company. Effective August 22, 2002, G4, LLC,
K-Krew, Inc. and Auberry Trading, Inc. (the "Purchasers"), acquired the
Preferred Shares from the directors. The consideration paid for such shares was
shares of Common Stock of the Registrant beneficially owned by the Purchasers.
Pursuant to the terms of the Series A Preferred stock, the holders of Series A
Preferred stock shall be entitled to vote on all matters on which the holders of
Common Stock shall be entitled to vote, in the same manner and with the same
effect as the holders of Common Stock, voting together with the holders of
Common Stock as a single class. Moreover, as to any matter which holders of
Series A Preferred shall be entitled to vote, holders of the outstanding Series
A Preferred shall have voting rights equal to an aggregate of 54% of the total
shares entitled to vote by both (i) the holders of all of the then outstanding
shares of Common Stock (whether or not such holders vote); and (ii) the holders
of all the then outstanding shares of Series A Preferred. Concurrent with the
aforementioned transaction, the Company entered into a letter agreement with the
holders of the Company's Debentures, pursuant to which the then Debenture
holders agreed to sell their Debentures to the Purchasers for an aggregate
purchase price of $300,000, which roughly approximated at that time the
principal amount due under the Debentures together with accrued interest.
Simultaneously, the new holders of the Debentures agreed to amend the terms of
the Debentures as follows:

                                       23

<PAGE>

     1)   The new Debenture holders agreed not to convert their Debentures until
          such time as the Company had entered into a merger or reorganization
          with a company which has an operating business, on such terms and
          conditions as the Board of Directors of the Company shall agree and
          approve,

     2)   The new Debenture holders and the Company agreed that at such time as
          the Debentures are converted, the entire amount outstanding under the
          Debentures, including accrued but unpaid dividends through the date of
          conversion would convert into 3,600,000 shares of Common Stock of the
          Company or the company surviving the consummation of a merger or
          reorganization involving the Company,

     3)   Notwithstanding the foregoing, the new Debenture holders acknowledged
          that, based on the valuation of a company which the Company may
          acquire through merger or reorganization (no such company being
          currently identified) the terms of the Debenture, including the number
          of shares into which the Debentures could be converted may need to be
          amended to accurately reflect such valuation. For this purpose, the
          new Debenture holders appointed certain representatives as their
          designees for the purpose of negotiating with the Company any further
          amendments to the terms of the Debentures and

     4)   The new Debenture holders waived any and all rights, title and
          interest to any dividends, whether currently accrued but unpaid or to
          accrue in the future under the terms of the Debentures.

     In connection with the aforementioned transactions, certain expenses were
incurred, some of which were paid by the new Debenture holders and new Series A
Preferred holders and others which were accrued by the Registrant. (see Exhibits
10.3 and 10.4)

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a)  The Exhibits listed below are filed as part of this Annual Report.

<TABLE>
<CAPTION>
Exhibit No.                           Document

---------------  ----------------------------------------------------
<S>              <C>
    3.1          Articles of Incorporation (incorporated by reference
                 from Registration Statement on Form 10-SB filed with
                 the Securities and Exchange Commission on March 19,
                 2001).

    3.2          Bylaws (incorporated by reference from Registration
                 Statement on Form 10-SB filed with the Securities and
                 Exchange Commission on March 19, 2001).
</TABLE>

                                       24

<PAGE>

<TABLE>
<CAPTION>

<S>        <C>
      4.1  Certificate of Designation of Intrac, Inc.--Series A Preferred Stock
           (available on request from the Company)


     10.1  Stock Purchase Agreement dated November 26, 2001 among Joseph B.
           Trachtman, Intrac, Inc. and Continental Acquisition, Inc.
           (incorporated by reference from Current Report on Form 8-K filed with
           the Securities and Exchange Commission on December 21, 2001.)

     10.2  Debentures dated December 4, 2001. (incorporated by Reference from
           Form 10-KSB filed with the Securities and Exchange Commission on May
           3, 2002)

     10.3  Securities Purchase Agreement dated as of July 23, 2002, by and
           between Intrac, Inc., Isaac Nussen, George Weisz and certain
           Purchasers

     10.4  Letter dated July 30, 2002 from Intrac, Inc. to Rosebury Investments,
           Ltd., As agent.

     16.1  Letter on change of certifying accountant (incorporated by reference
           from Form 8-K filed with the Securities and Exchange Commission on
           November 15, 2002).

       99  Certification Pursuant to Section 906 of Sarbanes-Oxley Act of 2002
           Certification Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
</TABLE>

(b) A report on Form 8-K was filed by the Company on November 14, 2002 during
the last quarter of its fiscal year ending December 31, 2002, reporting changes
in the control of the Company and a change in the Company's certifying
accountant.

ITEM 14. CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures.

     Based on his evaluation of the Company's disclosure controls and procedures
     (as defined in Rules 13a-14(c) and15(d)-14(c) under the Securities Exchange
     Act of 1934) as of a date within 90 days of the filing date of this Annual
     Report on Form 10-KSB, the Company's chief executive officer concluded that
     the Company's disclosure controls and procedures are (i) designed to ensure
     that information required to be disclosed by the Company in the reports
     that the Company files or submits under the Exchange Act is recorded,
     processed, summarized and reported within the time periods specified in the
     SEC's rules and forms and (ii) operating in an effective manner.

                                       25

<PAGE>

     (b) Changes in internal controls.

     There were no significant changes in the Company's internal controls or in
     other factors that could significantly affect these controls subsequent to
     the date of their most recent evaluation.

                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  INTRAC, INC.

                                  By: /s/  Isaac Nussen
                                  ---------------------------
                                  Isaac Nussen
                                  President and Director

Dated: April 14, 2003

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

By: /s/ Isaac Nussen
   --------------------------------
        Isaac Nussen                     Dated: April 14, 2003
        President and Director



By: /s/ George Weiss
   --------------------------------
        George Weiss                     Dated: April 14, 2003
        Secretary and Director




                                       26

<PAGE>


                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


I, Isaac Nussen, President and Chief Executive Officer of Intrac, Inc., certify
that:

1.   I have reviewed this annual report on Form 10-KSB of Intrac, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this 3 annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annual report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining 4 disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to a the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within

          90 days prior to the filing date of this annual report (the
          "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based upon
     our most recent evaluation, 5 to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons fulfilling the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely a affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          annual report whether or not there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date: April 14, 2003


      /s/ ISAAC NUSSEN
--------------------------------------
          Isaac Nussen
President and Chief Executive Officer


                                       27

<PAGE>


                      CERTIFICATION PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, George Weisz, Chief Financial Officer of Intrac, Inc., certify that:

1. I have reviewed this annual report on Form 10-KSB of Intrac, Inc.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this 3 annual report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     annual report;

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining 4 disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
     have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to a the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this annual report
          is being prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented in this annual report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based upon
     our most recent evaluation, 5 to the registrant's auditors and the audit
     committee of the registrant's board of directors (or persons fulfilling the
     equivalent function):
     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely a affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officer and I have indicated in this
     annual report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: April 14, 2003


       /s/ GEORGE WEISZ
---------------------------------
           George Weisz
     Chief Financial Officer


                                       28